JWC Acquisition Corp. (stock symbol: JWCA) completed its initial public offering on November 23, 2010, selling 12,500,000 units at $10.00 per unit. The underwriters did not exercise their over-allotment option. The gross proceeds totaled $125,000,000, substantially less than the $150 million that the company was looking to raise when it filed its initial S-1 registration statement on August 12, 2010. A total of $124,950,000, equal to $10.00 per common share, has been placed into an escrow account. This balance includes $4,000,000 from the sale of warrants to certain of the insiders and $4,375,000 in deferred underwriting fees. In the event that the company is liquidated, neither the underwriter nor the insiders will receive any of the funds placed into the escrow account.
Up to $1.25 million of the interest earned on the trust fund balance can be used to fund expenses related to investigating and selecting a target business and other working capital requirements.
Units: Each unit consists of one share of common stock and a warrant to purchase one additional share at $11.50 per share.
Number of months to complete an acquisition: 21 months
Percentage of non-insider shares required to block an acquisition: While the company has no intention of asking its shareholders to approve a proposed acquisition, it will conduct a tender offer and give its shareholders an opportunity to redeem their shares. The company will proceed with its proposed acquisition only if the number of shares tendered leaves the company with less than $5,000,001 of tangible assets.
Warrant terms: Each warrant will become exercisable at the later of the close of a business combination or one year after the close of the initial public offering. The warrants will expire five years after the close of a business combination, or earlier upon redemption.
Acquisition focus: JWC Acquisition Corp. is going to be focusing its acquisition efforts on acquiring a company in the consumer products or specialty retail sectors operating primarily in North America.
Securities: The securities are listed on OTC Bulletin Board. On Tuesday, the common shares (JWCA), warrants (JWCAW) and units (JWCAU) closed at $9.87, $.61 and $10.30, respectively.
The final prospectus: http://www.sec.gov/Archives/edgar/data/1498157/000095012310107182/b82053b1e424b1.htm |
